Exhibit
4.5


 


DESCRIPTION
OF REGISTRANT’S SECURITIES


 


As
of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K, OmniLit Acquisition Corp. (the “Company,”
“we,” “us,” or “our”) had three classes of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”): the Company’s units, common stock, and warrants.


 


The
following description of the Company’s capital stock and provisions of the Company’s amended and restated certificate of
incorporation, bylaws and the Delaware General Corporation Law are summaries and are qualified in their entirety by reference to the
Company’s amended and restated certificate of incorporation and bylaws and the text of the Delaware General Corporation Law. Copies
of these documents have been filed with the SEC as exhibits to the Annual Report on Form 10-K to which this description has been filed
as an exhibit.


 


General


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common
stock, $0.0001 par value, 20,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred
stock, $0.0001 par value. The following description summarizes the material terms of our capital stock. Because it is only a summary,
it may not contain all the information that is important to you.


 


Units


 


Each
unit consists of one share of Class A common stock and one-half of a redeemable warrant, with each whole warrant entitling the holder
to purchase one share of Class A common stock at $11.50 per share, subject to adjustment as described in our IPO prospectus. Commencing
on January 24, 2022, the Class A common stock and warrants comprising the units began separate trading. Accordingly, holders have the
option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact
our transfer agent in order to separate the units into shares of Class A common stock and warrants.


 


Common
Stock


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class
A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our
stockholders, except as required by law. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required
by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock
that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is divided into 2 classes,
each of which will generally serve for a term of 2 years with only one class of directors being elected in each year. There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election
of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the
board of directors out of funds legally available therefor.


 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, if
we were to enter into an initial business combination, we may (depending on the terms of such an initial business combination) be required
to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote on
the initial business combination, to the extent we seek stockholder approval in connection with our initial business combination.


 




    	 



     


    

 


We
will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of
two business days prior to the consummation of our initial business combination including interest earned on the funds held in the trust
account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares,
subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.20 per
public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held
by them in connection with the completion of our initial business combination. Unlike many blank check companies that hold stockholder
votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of
public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a stockholder
vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to
our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file
tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation
requires these tender offer documents to contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is
required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many blank check companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in
person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding
shares of capital stock of the company entitled to vote at such meeting.


 


However,
the participation of our sponsor, officers, directors, advisors or their affiliates in privately negotiated transactions (as described
in our IPO prospectus), if any, could result in the approval of our initial business combination even if a majority of our public stockholders
vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our
outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum
is obtained.


 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the shares of common stock sold in our initial public offering, which we refer to as the Excess Shares. However, we would not
be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our
initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares
on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we
complete the initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding
15% and, in order to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.


 


If
we seek stockholder approval in connection with our initial business combination, pursuant to the letter agreement our sponsor, officers
and directors have agreed to vote their founder shares and any public shares purchased during or after our initial public offering (including
in open market and privately negotiated transactions) in favor of our initial business combination. As a result, in addition to our initial
stockholders’ founder shares, we would need only 4,791,667, or approximately 33.3%,   (assuming all outstanding shares
are voted) or only one  share (assuming only the minimum number of shares representing a quorum are voted), of the 14,375,000   public
shares to be voted in favor of an initial business combination. Additionally, each public stockholder may elect to redeem its public
shares irrespective of whether they vote for or against the proposed transaction (subject to the limitation described in the preceding
paragraph).


 




    	 



     


    

 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 15 months
from the closing of our initial public offering (or up to 21 months from the closing of our initial public offering, if we extend the
period of time to consummate a business combination, as described in more detail in our IPO prospectus), we will: (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than 10 business days thereafter subject to
lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to
pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to
receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in
each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights
to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial
business combination within 15 months from the closing of our initial public offering (or up to 21 months from the closing of our initial
public offering, if we extend the period of time to consummate a business combination, as described in more detail in our IPO prospectus).
However, if our initial stockholders acquire public shares in or after our initial public offering, they will be entitled to liquidating
distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within
the prescribed time period.


 


In
the event of a liquidation, dissolution or winding up of the company after an initial business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made
for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights.
There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity
to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon
the completion of our initial business combination, subject to the limitations described herein.


 


Founder
Shares


 


The
founder shares are identical to the shares of Class A common stock included in the units being sold in our initial public offering, and
holders of founder shares have the same stockholder rights as public stockholders, except that: (i) the founder shares are subject to
certain transfer restrictions, as described in more detail below; (ii) our sponsor, officers and directors have entered into a letter
agreement with us, pursuant to which they have agreed: (A) to waive their redemption rights with respect to any founder shares and any
public shares held by them in connection with the completion of our initial business combination; (B) to waive their redemption rights
with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our amended and
restated certificate of incorporation: (1) to modify the substance or timing of our obligation to redeem 100% of our public shares if
we do not complete our initial business combination within 15 months from the closing of our initial public offering (or up to 21 months
from the closing of our initial public offering, if we extend the period of time to consummate a business combination, as described in
more detail in our IPO prospectus); or (2) with respect to any other provision relating to stockholders’ rights or pre-initial
business combination activity; and (C) to waive their rights to liquidating distributions from the trust account with respect to any
founder shares held by them if we fail to complete our initial business combination within 15 months from the closing of our initial
public offering (or up to 21 months from the closing of our initial public offering, if we extend the period of time to consummate a
business combination, as described in more detail in our IPO prospectus), although they will be entitled to liquidating distributions
from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such
time period; (iii) the founder shares are shares of our Class B common stock that will automatically convert into shares of our Class
A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one
basis, subject to adjustment as described herein; and (iv) are entitled to registration rights. If we submit our initial business combination
to our public stockholders for a vote, our sponsor, officers and directors have agreed pursuant to the letter agreement to vote any founder
shares held by them and any public shares purchased during or after our initial public offering (including in open market and privately
negotiated transactions) in favor of our initial business combination.


 




    	 



     


    

 


The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination
on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like), and
subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities,
are issued or deemed issued in excess of the amounts offered in our IPO prospectus and related to the closing of the initial business
combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless
the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance
or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock
will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock outstanding
upon completion of our initial public offering, plus all shares of Class A common stock and equity-linked securities issued or deemed
issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued,
to any seller in the initial business combination, any private placement-equivalent securities issued to our sponsor or its affiliates
upon conversion of loans made to us).


 


We
cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any future issuance would
agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i)
closing conditions which are part of the agreement for our initial business combination; (ii) negotiation with Class A stockholders on
structuring an initial business combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution
provisions of the Class B common stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders
of our Class B common stock, but would reduce the percentage ownership of holders of our Class A common stock. If such adjustment is
waived, the issuance would reduce the percentage ownership of holders of both classes of our common stock. Holders of founder shares
may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment
as provided above, at any time. The term “equity-linked securities” refers to any debt or equity securities that are convertible,
exercisable or exchangeable for shares of Class A common stock issues in a financing transaction in connection with our initial business
combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for
purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants
or similar securities.


 


Our
initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year
after the date of the consummation of our initial business combination; or (ii) the date on which we consummate a liquidation, merger,
stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of Class
A common stock for cash, securities or other property (except as described herein under the section of our IPO prospectus entitled “Principal
Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants”). Any permitted transferees will
be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. Notwithstanding
the foregoing, if the closing price of our shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
60 days after our initial business combination, the founder shares will no longer be subject to such transfer restrictions.


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more
series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional, or other special rights and any qualifications, limitations, and restrictions thereof, applicable to the shares of each series.
Our board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely
affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our
board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring, or preventing
a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although
we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.


 




    	 



     


    

 


Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing 30 days after the completion of our initial business combination. The warrants will expire
five years after the completion of our initial business combination, at 5:00 pm., New York City time, or earlier upon redemption or liquidation.


 


We
will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common
stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A
common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will
not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to
net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of
a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying
such unit.


 


We
have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination,
we will use our reasonable best efforts to file with the SEC a post-effective amendment to our IPO registration statement or a new registration
statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to
become effective, and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or
are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable
upon exercise of the warrants is not effective by the 90th business day after the closing of our initial business combination,
warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to
maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act or another exemption. Notwithstanding the above, if our Class A common stock is at the time of any exercise of
a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under
Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not
be required to file or maintain in effect a registration statement, but we will be required to use our reasonable best efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 


Once
the warrants become exercisable, we may call the warrants for redemption:


 


	 	●	in
    whole and not in part;


 


	 	●	at
    a price of $0.01 per warrant;


 


	 	●	upon
    not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;


 


	 	●	if,
    and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
    stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending 3
    business days before we send the notice of redemption to the warrant holders; and
	 	 	 
	 	●	if,
    and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such
    warrants.


 


The
right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and
after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s
warrant upon surrender of such warrant.


 




    	 



     


    

 


We
have established the second to last of the redemption criterion discussed above to prevent a redemption call unless there is at the time
of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption
of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price
of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations, and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


If
we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise
its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a
“cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding
and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise
of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing: (A) the product of the number
of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and
the “fair market value” (defined below); by (B) the fair market value. The “fair market value” shall mean the
average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date
on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of
redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise
of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce
the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive
option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants
for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees would still be entitled
to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant
holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described
in more detail below.


 


A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as
a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.


 


If
the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock,
or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up
or similar event, the number of shares of Class A common stock issuable on exercise of each whole warrant will be increased in proportion
to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders
to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of
shares of Class A common stock equal to the product of: (i) the number of shares of Class A common stock actually sold in such rights
offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class
A common stock); and (ii) one (1) minus the quotient of: (A) the price per share of Class A common stock paid in such rights offering,
divided by (B) the fair market value. For these purposes: (i) if the rights offering is for securities convertible into or exercisable
for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion; and (ii) fair market value means the
volume weighted average price of Class A common stock as reported during the ten (10) trading day period ending on the trading day prior
to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way,
without the right to receive such rights.


 




    	 



     


    

 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital
stock into which the warrants are convertible), other than: (a) as described above; (b) certain ordinary cash dividends; (c) to satisfy
the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination; (d) to satisfy
the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend our amended and restated
certificate of incorporation: (1) to modify the substance or timing of our obligation to redeem 100% of our Class A common stock if we
do not complete our initial business combination within 15 months from the closing of our initial public offering (or up to 21 months
from the closing of our initial public offering, if we extend the period of time to consummate a business combination, as described in
more detail in our IPO prospectus); or (2) with respect to any other provision relating to stockholders’ rights or pre-initial
business combination activity; or (e) in connection with the redemption of our public shares upon our failure to complete our initial
business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event,
by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect
of such event.


 


If
the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each whole warrant will
be decreased in proportion to such decrease in outstanding shares of Class A common stock.


 


Whenever
the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant
exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (A) the
numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior
to such adjustment, and (B) the denominator of which will be the number of shares of Class A common stock so purchasable immediately
thereafter.


 


In
case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or
that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or
into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in
any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with
which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior
to such event.


 


The
warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement in
connection with our IPO, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides
that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision,
but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects
the interests of the registered holders of public warrants.


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting
rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common
stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be
voted on by stockholders.


 




    	 



     


    

 


In
addition, if: (A) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with
such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance
to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or its affiliates, prior to such
issuance); (B) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of our initial business combination on the date of the consummation of our initial business combination (net
of redemptions); and (C) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) will be adjusted (to the nearest cent)
to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the
warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action,
proceeding or claim. See “Risk Factors — Our warrant agreement will designate the courts of the State of New York or the
United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings
that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum
for disputes with our company.” This provision applies to claims under the Securities Act but does not apply to claims under the
Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Private
Placement Warrants


 


The
private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) are not be transferable,
assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions
as described under the section of our IPO prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder
Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with our sponsor).
Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants being
sold as part of the units in our initial public offering, including as to exercise price, exercisability and exercise period; provided,
however, that the private placement warrants issued to the underwriters are not exercisable more than five years after the effective
date of the registration statement of which our IPO prospectus forms a part in accordance with FINRA Rule 5110(g)(8)(A).


 


In
order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such working
capital loans may be convertible into private placement-equivalent warrants at a price of $1.00 per warrant at the option of the lender.
Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.
The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined
and no written agreements exist with respect to such loans.


 


In
addition, holders of our private placement warrants are entitled to certain registration rights.


 


Our
sponsor has agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common stock issuable
upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except
that, among other limited exceptions as described under the section of our IPO prospectus entitled “Principal Stockholders —
Restrictions on Transfers of Founder Shares and Private Placement Warrants” made to our officers and directors and other persons
or entities affiliated with our sponsor.


 




    	 



     


    

 


Dividends


 


We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial conditions subsequent to completion of an initial business combination. The payment of any cash dividends subsequent
to an initial business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our common stock and the warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have
agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each
of its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted
for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified
person or entity.


 


Our
Amended and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains certain requirements and restrictions relating to our initial public offering
that will apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval
of the holders of 65% of our common stock. Our initial stockholders will participate in any vote to amend our amended and restated certificate
of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of
incorporation provides, among other things, that:


 


	●	If
    we are unable to complete our initial business combination within 15 months from the closing of this offering (or up to 21 months
    from the closing of our initial public offering, if we extend the period of time to consummate a business combination, as described
    in more detail in our IPO prospectus), we will: (i) cease all operations, except for the purpose of winding up; (ii) as promptly
    as reasonably possible, but not more than 10 business days thereafter subject to lawfully available funds therefor, redeem 100% of
    the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
    interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less
    up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
    will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
    distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject
    to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations
    under Delaware law to provide for claims of creditors and the requirements of other applicable law;


 


	●	Prior
    to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to:
    (i) receive funds from the trust account; or (ii) vote on any initial business combination;


 


	●	Although we do not intend to enter into an initial business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view;
	 	 
	●	If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; whether or not we maintain our registration under the our Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;


 




    	 



     


    

 


	●	So
    long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require that we must complete one or more business
    combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding
    the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a
    definitive agreement in connection with our initial business combination;
	 	 
	●	If
    our stockholders approve an amendment to our amended and restated certificate of incorporation: (i) to modify the substance or timing
    of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from
    the closing of our initial public offering (or up to 21 months from the closing of this offering, if we extend the period of time
    to consummate a business combination, as described in more detail in our IPO prospectus); or (ii) with respect to any other provision
    relating to stockholders’ rights or pre-business combination activity, we will provide our public stockholders with the opportunity
    to redeem all or a portion of their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal
    to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and
    not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares; and
	 	 
	●	We
    will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.


 


In
addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of
our initial business combination and after payment of the underwriters’ fees and commissions.


 


Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of incorporation and Bylaws


 


We
are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations,
under certain circumstances, from engaging in a “business combination” with:


 


	●	a
    stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
	●	an
    affiliate of an interested stockholder; or
	●	an
    associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


 


A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section
203 do not apply if:


 


	●	our
    board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date
    of the transaction;


 


	●	after
    the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at
    least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common
    stock; or


 


	●	on
    or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized
    at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting
    stock not owned by the interested stockholder.


 


Our
amended and restated certificate of incorporation provides that our board of directors be classified into 2 classes of directors. As
a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more
annual meetings.


 




    	 



     


    

 


Our
authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be
utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit
plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage
an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Exclusive
forum for certain lawsuits


 


Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in
our name, actions against directors, officers and employees for breach of fiduciary duty and certain other actions may be brought only
in the Court of Chancery in the State of Delaware, except any action: (A) as to which the Court of Chancery in the State of Delaware
determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party
does not consent to the personal jurisdiction of the Court of Chancery within 10 days following such determination); (B) which is vested
in the exclusive jurisdiction of a court or forum other than the Court of Chancery; or (C) for which the Court of Chancery does not have
subject matter jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented
to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency
in the application of law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and
to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers.


 


Our
amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent
permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over
all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result,
the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other
claim for which the federal courts have exclusive jurisdiction. In addition, our amended and restated certificate of incorporation provides
that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America
shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action
arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. We note, however, that there
is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities
laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal
courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.


 


Special
meeting of stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief
Executive Officer or by our Chairman.


 


Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the
90th day nor earlier than the opening of business on the 120th day prior to the anniversary date of the immediately
preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy
statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content
of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders
or from making nominations for directors at our annual meeting of stockholders.


 


Action
by written consent


 


Any
action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting of such
stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock.


 




    	 



     


    

 


Classified
Board of Directors


 


Our
board of directors is divided into two classes, Class I and Class II, with members of each class serving staggered 2-year terms. Our
amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution
of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any
time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares
of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board
of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of
our directors then in office.


 


Class
B Common Stock Consent Right


 


For
so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders
of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any
provision of our amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment,
alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of
the Class B common stock. Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken
without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall
be signed by the holders of the outstanding Class B common stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted.


 


Registration
Rights


 


The
holders of the founder shares (and any shares of Class A common stock issuable upon conversion of the founder shares), private placement
warrants (and any shares of Class A common stock issuable upon conversion of the private placement warrants), and securities that may
be issued upon conversion of working capital loans are entitled to registration rights pursuant to a registration rights agreement to
be signed prior to or on the effective date of our initial public offering, requiring us to register such securities for resale (in the
case of the founder shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled
to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and
rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the demand registration
rights granted to the underwriters in connection with the private placement warrants are not exercisable for longer than five years from
the commencement of sales of our initial public offering in compliance with FINRA Rule 5110(g)(8)(C) and the piggyback registration right
provided is not exercisable for longer than seven years from the commencement of sales of our initial public offering in compliance with
FINRA Rule 5110(g)(8)(D). We will bear the expenses incurred in connection with the filing of any such registration statements.


 


Listing
of Securities


 


Our
units, Class A common stock and warrants are listed on Nasdaq under the symbols “OLITU,” “OLIT” and “OLITW,”
respectively.